Rizzoli Corriere della Sera Mediagrp : Press Release RCS MediaGroup – BoD – Issuer’s Notice approved on the Takeover Bid by International Media Holding S.p.A.

Press Release RCS MediaGroup: Board of Directors

Issuer's Notice approved on the Takeover Bid by International Media Holding S.p.A.

Milan, 17 June 2016 - The Board of Directors of RCS MediaGroup has unanimously approved the communication prepared in accordance with art. 103, paragraphs 3 and 3-bis, of Legislative Decree 58/1998 and art. 39 of Consob Regulation 11971/1999 (the 'Issuer's Notice'), regarding the voluntary full takeover bid by International Media Holding S.p.A. pursuant to articles 102 and 106, paragraph 4, of Legislative Decree 58/1998 for all the ordinary shares of RCS MediaGroup S.p.A. (the 'Takeover Bid').

The Board of Directors, having examined the Takeover Bid and the terms and conditions of the related Offer Document, the fairness opinion of the Independent Expert, Mr. Roberto Tasca, the fairness opinions of Citigroup and UniCredit, and the Opinion of the Independent Directors pursuant to art. 39 of Consob Regulation 11971/1999, unanimously:

- draws attention to the amendments to the provisions on governance in RCS's bylaws that the owners of IMH intend to propose to the shareholders of RCS if the Takeover Bid is successful;

- takes a positive view, on the basis of the business considerations set out in Issuer's Statement, of the opportunity for the Issuer's growth represented by the initiatives proposed by IMH, which are in line with RCS's Business Plan;

- judges the that the consideration offered in the Takeover Bid is is not adequate for RCS Shareholders.

For information on the Board of Directors' assessments, refer to the Issuer's Notice, which is available to the public on the company's website www.rcsmediagroup.it (Corporate Governance - Public Takeover Bids). In addition to the Issuer's Notice, the fairness opinions of the Independent Expert pursuant to art. 39, paragraph 1, letter d) of Consob Regulation 11971/1999, the Opinion of the Independent Directors pursuant to art. 39-bis of Consob Regulation 11971/1999, and the fairness opinions of Citigroup and UniCredit, financial advisors to the Board of Directors, are also available. Intermonte, Chiomenti Studio Legale, Cleary Gottlieb Steen & Hamilton LLP, Comin & Partners. acted as advisors to the Board.

For further information:
RCS MediaGroup - Media Relations
Maria Verdiana Tardi - +39 02 2584 5412 - +39 347 7017627 - verdiana.tardi@rcs.it
RCS MediaGroup - Investor Relations
Federica De Medici - +39 02 2584 5508 - +39 335 230278 - federica.demedici@rcs.it
www.rcsmediagroup.it